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707
Cayman Holdings Ltd

5/F.,
AIA Financial Centre

712
Prince Edward Road East

San
Po Kong, Kowloon, Hong Kong

December
20, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    707
    Cayman Holdings Ltd

    Amendment
    No. 2 Registration Statement on Form F-1 (the “Registration Statement”)

    File
    No. 333-281949

Ladies
and Gentlemen:

We
have received your comments dated December 12, 2024 to Amendment No. 2 Registration Statement on Form F-1 and our prior response letter
filed on November 14, 2024. We have restated your prompts and provided our replies below.

Amendment
No. 2 to Form F-1 filed November 14, 2024

General

    1.
    You
    state in your October 18, 2024 and November 14, 2024 response letters that the Resale Shareholders represented that they purchased
    the shares “for investment intent” and “purchased their shares with no present intent to distribute any shares.”
    However, we note that:

    ●
    the
    Resale Shareholders purchased the shares from JEM, as opposed to investing capital in the company,

    ●

    the
    Resale Shareholders purchased the shares three weeks before the company submitted its draft registration statement,

    ●

    the
Resale Shareholders purchased the shares based in part on an agreement with the company that “they would be permitted to sell their
shares as resale shareholders in our initial public offering,”

    ●

    at
    the time of the purchase, the company negotiated with Goldstone and Long Vehicle to enter into leak-out agreements in anticipation
    of and on “terms to be determined as deemed appropriate at the time of the [initial public] offering,”

    ●

    most
    of the shares being offered for resale by the Resale Shareholders were acquired in October and “not as an additional investment
    into the Company,” and

    ●

    most
    of the shares being offered for resale by the Resale Shareholders were acquired as part of the reorganization, which was undertaken
    in preparation for the initial public offering and resale offering, in which the Resale Shareholders plan to liquidate 100% of their
    holdings.

These
factors suggest that the Resale Shareholders may have had, at the time of purchase, an intent to liquidate their holdings in a
public offering. Please advise.

We
respectfully submit that the Resale Shareholders acquired their shares in the Company on March 19, 2024 and March 20, 2024 and that the
Resale Shareholders did not acquire any additional investment interest in the Company during the reorganization that took place in October.
As  outlined in detail in response to question 2 below, the proportional holdings amongst the shareholders remained exactly the
same and the Resale Shareholders retained the same interest in the Company and made no additional investment in funds as the shares
were issued  at par value.

The
background is as follows: the proposed offering by the Company of 1,750,000 new shares in the IPO was determined based on the valuation
analysis of the Company undertaken in August of 2024 and the proceeds that the Company intended to raise. It was at this time that additional
shares were issued to the existing shareholders of the Company so as to maintain their pro rata percentage in the Company prior to the
IPO and in anticipation of the dilution by the issuance of the 1,750,000 new shares. Otherwise, the issue of the 1,750,000 will
dilute the existing shareholders. This issuance of the new shares was effectively a forward split, as is commonly done prior to
IPOs to maintain a certain percentage shareholding by shareholders after an offering in reflection of a valuation analysis. As
such, we believe that the deemed date of issuance for the shares being offered by the Resale Shareholders was the date the
investment was made, which was March 2024, and not October 2024.

The
rationale for the Resale Shareholders acquiring their shares in the Company from JME was determined by negotiation between the investors
and the Company. The decision to sell shares from JME provided Mr. Cheung with some cash liquidity, which in turn could be lent by JME
to the Company interest free for the payment of fees and expenses in connection with the listing of the Company on Nasdaq. This enabled
the Company to retain its funds for business and working capital requirements and draw on the loan on an as-needed basis. It was
further deemed beneficial to have a more diverse shareholder base, which was accomplished by JME divesting part of its controlling interest
as an affiliate as the shares purchased from JME would be held by the unaffiliated Resale Shareholders.

Discussions
on the acquisition of shares from JME took place several months before the actual date of acquisition of the shares in the Company and
well before the submission of the draft registration statement.
Once the structure of the purchase of shares was determined, the Company, as the parent of the existing operating company, was incorporated,
after which JME was issued its shares in the Company and then the sale by JME to the Resale Shareholders took place. The Resale
Shareholders then formalized their investment in the Company in the weeks prior to the Company submitting the draft registration statement.

We
respectfully note that while there was an understanding that the Resale Shareholders would at some point be in a position to sell
their interest in the Company, it was never contemplated that those shares be part of the underwritten initial public offering. The
decision to allow the Resale Shareholders to include shares to be offered for resale was also made in consideration of needing to
meet the public float requirement of $15 million, as is required to be listed on Nasdaq. By including shares of the Resale
Shareholders in a resale offering, the shares offered for resale can be included in the public float calculation since the Resale
Shareholders are not affiliates. Without having shares in the resale offering, the Company could not meet the public float
requirements. Further, because the shares are being offered solely through the resale offering, there is no certainty of sale, and
since certain of the Resale Shareholders have a lock up arrangement, immediate resale is not  possible, even if there
were buyers that were willing to purchase the shares.

While
the parties discussed the expectation that there would lock up or leak out provisions, the specific terms were not expressly negotiated.
And while the Resale Shareholders did make an investment in the Company in the expectation that at some point they could divest their
shares, there was no certainty as to the timing, nor was there specificity as to the terms, or any assurance that such offering
would ever happen at all, and as such there was significant risk and uncertainty. Further, since the shares are only offered for resale
and not pursuant to an underwritten offering, there is still no such assurance of a disposition of shares.

As
noted above, the investment by the Resale
Shareholders was made in March and no additional investment was made as the shares issued in October were issued for par value and
only issued as part of a reorganization that was effectively a forward split. The Resale Shareholders have held their proportional
interest in the Company for over 9 months and will likely to be closer to 1 year by the time of the actual IPO. We note that
a holder of securities issued in a private placement may resell the securities on a public trading market, after a six-month holding
period, pursuant to Rule 144 and a seller who complies with Rule 144 is deemed not to be an “underwriter” under the
Securities Act of 1933. As the Resale Shareholders have held their shares for over 9 months (as no investment decision or additional
purchase of shares were made after that as the reorganization in October was effectively a forward split), we believe that the
Resale Shareholders are currently eligible to sell their shares pursuant to Rule 144. By including them in the resale offering, the
Company is able to meet the public float requirements and provide a more efficient manner of transfer to the Resale Shareholders,
subject to lock-up and leak out terms.

In
sum, the investment decision was made in March 2024 as the shares issued in October 2024 were pursuant to a forward split as
detailed more in our response to question 2. The agreement to include the resale shares in a resale offering was uncertain in its
terms and assurance, but the inclusion of these shares allows to the Company meet Nasdaq’s public float requirement.

    2.

    We
    note that the “reorganization was undertaken solely for the purpose of ensuring the appropriate number of shares outstanding
    in light of the expected valuation of the public offering.” Please explain how the reorganization impacted or was impacted
    by the valuation of the company.

The
post-IPO valuation was $87.8 million (as was determined in August 2024), which valuation was the basis of how the Company
calculated the number of shares required in the reorganization. The purpose of the reorganization was to align shareholdings of the
Company immediately before and after the IPO to reflect the $87.8 million valuation. Please see below for the detailed analysis:

Assumptions:

    (i)
    Offering
    size of US$10,000,000 for approximately 11.4% of the increased issued share capital of the Company

    (ii)
    Offering
    price of US$4 per share for a total of 2,500,000 shares offered under the offering (comprising 1,750,000 new shares and 750,000
    sale shares from JME)

    (iii)
    Market
    capitalization post-IPO would be US$87,800,000 (based on 21,950,00 total issued shares)

Below
are tables showing how the proportional interests in the Company remained the same before and after the reorganization:

Original
shareholding in the Company prior
to the reorganization

JME
International: 810,000 shares = 81.0%

Harmony
Prime: 49,000 shares = 4.90%

Expert
Core: 49,000 shares = 4.90%

Goldstone:
46,000 shares = 4.60%

Long
Vehicle: 46,000 shares = 4.60%

TOTAL:
1,000,000 shares = 100%

Shareholding
subsequent to reorganization (forward split):-

JME
International: 16,362,000 shares = 81.0%

Harmony
Prime: 989,800 shares = 4.90%

Expert
Core: 989,800 shares = 4.90%

Goldstone:
929,200 shares = 4.60%

Long
Vehicle: 929,200 shares = 4.60%

TOTAL:
20,200,000 shares = 100%

Assuming
the Company sells at $4 per share (the minimum in the range), the valuation at the time of the IPO will be $87,800,000 (21,950,000
shares times $4) with the following post-IPO shareholdings (assuming no shares are sold in the resale):

Shareholding
subsequent to the IPO(taking into
account 750,000 sale shares by JME)

JME
International: 15,612,000 shares = 71.125%

Harmony
Prime: 989,800 shares = 4.509%

Expert
Core: 989,800 shares = 4.509%

Goldstone:
929,200 shares = 4.233%

Long
Vehicle: 929,200 shares = 4.233%

Public:
2,500,000 shares = 11.39%

TOTAL:
21,950,000 shares

    3.

    Further
    describe the circumstances surrounding the Resale Shareholders’ purchase of shares from JEM in March 2024, including which
    parties initiated contact and with whom, how the parties knew of or found each other and the potential investment opportunity, and
    how the Resale Shareholders came to purchase the shares at the same time.

As
indicated in our response to question 1 above, Mr. Cheung believed it would be most appropriate and least financially disruptive to our
business to fund the IPO from the sale of shares by him (through JME) with the subsequent loan by him of the proceeds to the Company.
Accordingly, Mr. Cheung reached out to business contacts to see if they were interested in investing in the Company. As previously replied
to the SEC, the beneficial owners of Harmony Prime and Expert Core have contacts with potential customers and suppliers and Mr. Cheung
believed that the terms made in the sale of shares to them were reasonable and appropriate. For Goldstone and Long Vehicle, it was deemed
more appropriate that their shares be subject to a lock up arrangement. Mr. Cheung has known the beneficial owners of the Resale Shareholders
for some time, from when he was the director and CEO of Season Pacific Holdings Limited, a company which he headed and listed
on the Stock Exchange of Hong Kong nearly a decade ago. The four Resale Shareholders collectively paid a total of approximately US$1,000,000
for their shares. This is the amount Mr. Cheung believed would be required to fund the IPO cost and expenses and as such, Mr.
Cheung pooled the 4 investors together to aggregate the amount needed for the IPO expenses. We note that the Resale Shareholders
made a sizeable investment for the shares not knowing if there would be a successful IPO so they were taking the risk of the investment.
As for the timing of the sales, as also noted in our response to question 1 above, the discussions with the Resale Shareholders
had been ongoing and the sale of shares was finalized at approximately the same time once the paperwork regarding the formation
of the Company was in place.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    707
    Cayman Holdings Limited

    /s/
    Cheung Lui

    By:

    Cheung
    Lui

    Chief
    Executive Officer and Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood